Farmers National Banc Corp. · NASDAQ:FMNB
Farmers National Banc — Merger or Acquisition (October 2025)
27 slides from Farmers National Banc's merger presentation, Oct 22, 2025
Slide 1: Acquisition of Middlefield Banc Corp. Investor Presentation
Acquisition of INVESTOR PRESENTATION OCTOBER 22, 2025
Slide 2: Important Information and Disclaimers
IMPORTANT INFORMATION AND DISCLAIMERS These disclaimers apply to this document and the verbal or written comments of any person presenting it. This document, taken together with any such verbal or written comments, is referred to herein as the “Presentation.” When used herein, the phrases “Farmers”
Slide 3: Important Information and Disclaimers
IMPORTANT INFORMATION AND DISCLAIMERS Participants in the Solicitation Farmers and Middlefield and their respective directors and officers may be deemed to be participants in the solicitation of proxies from their respective shareholders in connection with the proposed merger. Information about Farm
Slide 4: Pro Forma Franchise
PRO FORMA FRANCHISE Pro Forma Highlights(1) $7.4B Assets $5.0B Loans $6.1B Deposits 84 Locations(2) $823M Market Cap(3) (1) Estimated at close (2) Locations include one loan production office for Middlefield Banc Corp. (3) Market capitalization based upon FMNB closing price of $13.91 as of October 2
Slide 5: Scarcity Value & Market Highlights
SCARCITY VALUE & MARKET HIGHLIGHTS Pro Forma Franchise Market Highlights(1) Scarcity Value in Northeast Ohio Cleveland, Ohio MSA #2 ~2M 700+ $1.1B #2 19.5% Largest Community Bank in Cleveland OH MSA Workforce in Northeast Ohio Businesses HQ’d in Region Market Deposits Market Rank Market Share by Dep
Slide 6: Acceleration of Strategic Columbus Expansion
ACCELERATION OF STRATEGIC COLUMBUS EXPANSION Historic economic development is underway across Central Ohio, including recently announced projects(1) from Intel ($100 Billion), Amazon ($8.0 Billion), Honda ($4.5 Billion), and Nationwide Children’s Hospital ($3.3 Billion). Intel’s project alone is the
Slide 7: Strategic Partnership to Drive Competitive Scale
STRATEGIC PARTNERSHIP TO DRIVE COMPETITIVE SCALE • Transformative partnership to create the premier community banking franchise in the region and positions the pro forma franchise to benefit from significant economies of scale Strategically • Highly complementary geographic footprint is a unique opp
Slide 8: Proven Acquisition History and Strategy
PROVEN ACQUISITION HISTORY AND STRATEGY Long-Term Strategy of Value-Enhancing Acquisitions Nine acquisitions in the past $8,000 ~10 years*, including 7 bank acquisitions $7,000 Middlefield Banc Target franchises with similar Emclaire Corp. $6,000 Financial culture, compelling reputation, Corp (2025)
Slide 9: Enhanced Pro Forma Performance & Positioning
ENHANCED PRO FORMA PERFORMANCE & POSITIONING Ability to Further Enhance Middlefield’s Financial Performance & Positioning Through Cost Savings, Efficiency Gains, Cross-Selling Opportunities & Other Enhancements MRQ Core Return on MRQ Net Tangible Common Equity/ Market Average Assets(1) Interest Marg
Slide 10: Middlefield Banc Corp. Financial Highlights
MIDDLEFIELD BANC CORP. FINANCIAL HIGHLIGHTS Overview of Middlefield Banc Corp. • Founded in 1901 and headquartered in Middlefield, Ohio • 120+ years serving local communities spanning the Northeast, Central, and Western Ohio regions • Operates 21 branches & 1 loan production office spread throughout
Slide 11: Pro Forma Loan and Deposit Composition
PRO FORMA LOAN AND DEPOSIT COMPOSITION Pro Forma Loan Portfolio Composition Multifam Multifam 6% 6% PRO FORMA Multifam 6% $3.3B $1.6B $4.9B C&I Ag Other CRE Other CRE Other CRE 9% 2% 24% 22% 23% C&I Ag 11% 1% C&I Agric RE 16% 6% Agric RE OwnOcc OwnOcc CRE OwnOcc CRE 4% CRE Consr & 13% 12% Agric RE O
Slide 12: Transaction Terms
TRANSACTION TERMS(1) • 100% stock for stock transaction Consideration • Fixed Exchange Ratio of 2.60x shares of FMNB common stock for each share of MBCN • Ownership: 64% FMNB / 36% MBCN • Aggregate Deal Value of $299.0M or $36.17 per share(1) • Deal Value / Tangible Book Value: 163.5% • Pay-to-Trade
Slide 13: Pro Forma Financial Impact and Comparison
PRO FORMA FINANCIAL IMPACT AND COMPARISON Pro Forma Financial Impact Comparison to Peers(2) Estimated Capital Ratios ROAA (%) Key Deal Metrics(1) At Transaction Close ~7% ~6.4% TCE / TA 2027E EPS Accretion Ratio 1.47% ~4.4% ~11.7% 1.08% 1.21% TBV Dilution Tier 1 Ratio ~3 ~13.7% Years Total RBC TBV E
Slide 14: Building Franchise Value
BUILDING FRANCHISE VALUE Successful Track Record of Adding Value Through M&A; Proven Ability to Execute Prudently Upon Acquisitive Growth Transaction: National Bancshares Tri-State Monitor Maple Leaf Cortland Emclaire Middlefield Total of Recent Corporation 1st Banc, Inc. Bancorp, Inc. Financial Ban
Slide 15: Positioned for Significant Shareholder Value Creation
POSITIONED FOR SIGNIFICANT SHAREHOLDER VALUE CREATION Pro Forma Peers 2026 Estimated Median Top Quartile Profitability 2027E(1) ROAA 1.47% 1.25% 1.43% ROAE 13.36% 11.78% 12.68% Net Interest Margin 3.43% 3.64% 3.85% Implied Trading Multiples Price / PF 27 EPS(2) 7.2x 8.6x 10.4x Trading multiple diffe
Slide 16: Strategic Mergers Benefit Both Companies
STRATEGIC MERGERS BENEFIT BOTH COMPANIES • Meaningful accretion to both sides, reflected in the pro forma ROAA & EPS • Increase in market capitalization results in a more liquid position for shareholders; accessing a new investor community primarily focused on larger community banks nearing the ~$10
Slide 17: Appendix
Appendix 17 (1) Earnings estimates based upon analyst consensus estimates through 2026Y and grown 5.0% annually thereafter
Slide 18: Modeling Assumptions
MODELING ASSUMPTIONS • Total gross credit mark of $28.5 million, 1.74% of total loans o $13.3 million allocated to purchase credit deteriorated (PCD) loans o $15.2 million allocated to non-PCD loans • $23.6 million loan interest rate mark, accreted over 4 years (Straight-line) • $1.4 million deposit
Slide 19: Strong Pro Forma Capital Levels
STRONG PRO FORMA CAPITAL LEVELS FMNB Pro Forma Capital Ratios at Close 2027E Combined Capital Generation(1) Consolidated $ in millions Farmers National FMNB Estimated Net Income(2) $68.3 Banc Corp. Pro Forma MBCN Estimated Net Income(2) 21.6 9/30/2025 At Close Cost Savings(3) 17.1 TCE / TA 5.5% 6.4%
Slide 20: Historically Excellent in Bank M&A Integration
HISTORICALLY EXCELLENT IN BANK M&A INTEGRATION Total Assets Total Loans Total Deposits $5.2B 41.1% Growth $7.4B $3.3B 49.6% Growth $5.0B $4.4B 39.2% Growth $6.1B 3Q25 1Q26 3Q25 1Q26 3Q25 1Q26 Standalone Assets Pro Forma Assets Standalone Loans Pro Forma Loans Standalone Deposits Pro Forma Deposits N
Slide 21: Our Value Proposition
OUR VALUE PROPOSITION Mission Internal & Natural Growth Our organization will strive to be the premier financial partner, providing the best products and services to achieve innovative solutions for customers, associates, Strategic Alliances via Mergers & Acquisitions shareholders and the community.
Slide 22: Non-GAAP Reconciliation of FMNB Tangible Book Value
NON - GAAP RECONCILIATION OF FMNB TANGIBLE BOOK VALUE For the Year Ended, For the Quarters Ended, Dollars in thousands, except per share data 2024 3/31/2025 6/30/2025 9/30/2025 Total common stockholder's equity $406,028 $429,134 $437,748 $465,949 Less goodwill and other intangible assets $188,200 $1
Slide 23: Non-GAAP Reconciliation of FMNB Profitability Metrics
NON - GAAP RECONCILIATION OF FMNB PROFITABILITY METRICS For the Year Ended, For the Quarters Ended, Dollars in thousands 2024 3/31/2025 6/30/2025 9/30/2025 Average Common Equity $407,436 $414,021 $425,249 $442,556 LESS: Average Intangibles 189,038 187,947 187,209 186,479 Average Tangible Common Equi
Slide 24: Non-GAAP Reconciliation of Core ROAA
NON - GAAP RECONCILIATION OF CORE ROAA For the Quarters Ended, Dollars in thousands, except per share data 3/31/2025 6/30/2025 9/30/2025 Net Income $13,578 $13,910 $12,461 System Conversion / Acquisition Related Costs - After Tax 0 0 2,467 Net Loss (Gain) on Asset/Security Sales - After Tax 1,056 (1
Slide 25: Non-GAAP Reconciliation of Pro Forma Profitability Metrics
NON - GAAP RECONCILIATION OF PRO FORMA PROFITABILITY METRICS For the Years Ended, Dollars in thousands Post Close 2026E 2027E Average Common Equity $791,787 $855,232 LESS: Average Intangibles 313,510 309,395 Average Tangible Common Equity $478,277 $545,837 Net Income $80,248 $114,279 Return on Avera
Slide 26: Tangible Book Value Dilution Reconciliation & Illustrative Pro Forma Net Income & EPS
TANGIBLE BOOK VALUE DILUTION RECONCILIATION & ILLUSTRATIVE PRO FORMA NET INCOME & EPS Tangible Book Value Per Share Dilution Earnings Per Share Accretion (1) 2027 Millions of Millions of Diluted $ in Millions Basic Shares $ per share $ in Millions Shares Farmers National Banc Corp. FMNB Standalone N
Slide 27: Comprehensive Due Diligence
COMPREHENSIVE DUE DILIGENCE Comprehensive Diligence Process Diligence Focus Areas • Completed comprehensive due diligence review with Financial & Accounting executives from FMNB & MBCN, along with advisors & Operations & Systems consultants • Detailed credit review completed by internal team and Leg
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